(hereafter “Client”) and Central Virginia Prep Services (“Central Virginia Prep”) of 383 Calf Mountain Rd, Waynesboro, Virginia, 22980.
1. DESCRIPTION OF SERVICES
Beginning on abovementioned date, Central Virginia Prep will provide the following services (collectively, the “Services”)
- Inventory receiving, prep and shipment to Amazon on behalf of Client
- Listing services according to Central Virginia Prep Service's standard parameters
- Trade-in receiving and administration
- Unfulfillable inventory receiving, processing and disposal
Central Virginia Prep will NOT provide the following services
- Receiving or processing of liquidation lots
- Preparation of fragiles requiring special handling
- Receiving or shipping hazmat (as defined by Amazon)
- Shipping to end users (also known as 'order fulfilment' or 'dropshipping')
2. PAYMENT
Payment shall be made to Central Virginia Prep Services, Waynesboro, Virginia, 22980, upon weekly completion of the services described in this Contract.
Client shall pay all costs of collection including without limitation, reasonable attorney fees. In addition to any other right or remedy provided by law, if Client fails to pay for services when due, Central Virginia Prep has the option to treat such failure to pay as a material breach of this Contract and may cancel this Contract and/or seek legal remedies.
3. TERM
This Contract is ongoing until terminated by either party with written notice. The Contract will end after mutual agreement as to the disposal of any property of Client’s still within Central Virginia Prep’s care and payment for all Services has been made.
4. CONFIDENTIALITY
Central Virginia Prep, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Central Virginia Prep, or divulge, disclose, or communicate in any manner, any information that is proprietary to Client. Central Virginia Prep and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. Any oral or written waiver by Client of these confidentiality obligations will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.
5. INDEMNIFICATION
Central Virginia Prep agrees to indemnify and hold Client harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against Client that result from the acts or omissions of Central Virginia Prep and/or Central Virginia Prep’s employees, agents, or representatives.
6. DEFAULT
The occurrence of any of the following shall constitute a material default under this Contract:
- The failure to make a required payment when
- The insolvency or bankruptcy of either
- The subjection of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
- The failure to make available or deliver the Services in the time and manner provided for in this
7. REMEDIES
In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term, or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 7 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.
8. FORCE MAJEURE
If the performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonably control (“Force Majeure”), and if the party is unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents or affiliates.
9. DISPUTE RESOLUTION
The parties will attempt to resolve any dispute out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the below Alternative Dispute Resolution procedure.
Any controversies or disputes arising out of or relating to this Agreement will be submitted to mediation in accordance with any statutory rules of mediation. If mediation does not successfully resolve the dispute, the parties may proceed to seek an alternative form of resolution in accordance with any other rights and remedies afforded to them by law.
10. ENTIRE AGREEMENT
This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between parties.
11. SEVERABILITY
If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
12. AMENDMENT
This contract may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.
13. GOVERNING LAW
This Contract shall be construed in accordance with the laws of the State of Virginia.
14. NOTICE
Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to any such other address as one party may have furnished to the other in writing.
15. WAIVER OF CONTRACTUAL RIGHT
The failure of either party to enforce any provisions of this Contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this contract.
16. ATTORNEY’S FEES TO PREVAILING PARTY
In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney’s fees and costs, both in the trial court and on appeal.
17. CONSTRUCTION AND INTERPRETATION
The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.
